CONTRACT NO. BETWEEN THE UNITED NATIONS AND COMPANY FOR THE PROVISION OF TELEPHONY SERVICES WITNESSETH

Transcription

1 CONTRACT NO. BETWEEN THE UNITED NATIONS AND COMPANY FOR THE PROVISION OF TELEPHONY SERVICES This Contract is entered into between the United Nations, an international, inter-governmental organization founded by its Member States pursuant to the Charter of the United Nations, signed in San Francisco on 26 June 1945, and having its Headquarters in New York, N.Y , U.S.A., which for the purposes of this Contract (as defined below) shall consist of the UN Agencies listed in Annex E attached hereto, (the United Nations or the UN or the Organization ), and Company, a organized under the laws of [Country], and having its principal office at. [address] and with postal address (the Contractor ). The United Nations and the Contractor are collectively referred to herein as the Parties, and each individually as a Party. WITNESSETH WHEREAS, the United Nations wishes to engage the Contractor on a non-exclusive basis to provide telephony services (as defined below) in accordance with the terms and conditions set forth in this Contract (as defined below); WHEREAS, the Contractor represents that it possesses the requisite knowledge, skill, personnel, resources and experience and that it is fully qualified, ready, willing, and able to provide such services in accordance with the terms and conditions set forth in this Contract; NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: ARTICLE 1 CONTRACT DOCUMENTS 1.1 This document, together with the Annexes attached hereto and referred to below and any ancillary documents defined as such herein (the Ancillary Documents ), all of which are incorporated herein and made part hereof, constitute the entire contract between the UN and the Contractor for the provision of telephony services (the Contract or this Contract ): Annex A: Annex B: Annex C: Annex D: United Nations General Conditions of Contract Contracts for the Provision of Services (Rev. April 2012) (the UN General Conditions ) and United Nations Relief Works Agency General Conditions of Contract for the Provision of Services Only (Rev. March 2009) (the UNRWA General Conditions ); Terms of Reference dated.. Contractor s proposal; UN Agencies, (collectively the Contract Documents ).

2 1.2 The documents comprising this Contract are complementary to one another, but in case of ambiguities, discrepancies, or inconsistencies between or among them, the following order of priority shall apply: First, this document; Second, Annex A, with the UN General Conditions being applicable to all UN Agencies save for UNRWA, and the UNRWA General Conditions being applicable to UNRWA only; Third, Annex B; Fourth, Annex C; Fifth, Annex D; and, Sixth, the Ancillary Documents, noting that any terms or statements therein that are inconsistent or conflict with the UN General Conditions or the UNRWA General Conditions shall be automatically rendered null and void. 1.3 This Contract embodies the entire agreement between the Parties with regard to the subject matter hereof and supersedes all prior representations, agreements, contracts and proposals, whether written or oral, by and between the Parties on this subject. No promises, understandings, obligations or agreements, oral or otherwise, relating to the subject matter hereof exist between the Parties except as herein expressly set forth. 1.4 Any notice, document or receipt issued in connection with this Contract shall be consistent with the terms and conditions of this Contract and, in case of any ambiguity, discrepancy or inconsistency, the terms and conditions of this Contract shall prevail. 1.5 This Contract, and all documents, notices and receipts issued or provided pursuant to or in connection with this Contract, shall be deemed to include, and shall be interpreted and applied consistently with, the provisions of Article 16 (Settlement of Disputes) and Article 17 (Privileges and Immunities) of the UN General Conditions, and Article 17 (Settlement of Disputes) and Article 18 (Privileges and Immunities) of the UNRWA General Conditions. ARTICLE 2 EFFECTIVE DATE; TERM OF CONTRACT 2.1 This Contract shall take effect on. (the Effective Date ). 2.2 This Contract shall remain in effect until terminated by either Party in accordance with the terms of this Contract. ARTICLE 3 RESPONSIBILITIES OF THE CONTRACTOR 3.1 The Contractor shall perform telephony services as further described in the Contract Documents (the Services ) in accordance with the terms and conditions of this Contract. 3.2 The Parties acknowledge that nothing in this Contract commits, or shall be construed as committing, the UN to deal with the Contractor as an exclusive or sole-source supplier of the Services.

3 3.3 The Contractor shall perform the Services under this Contract with the necessary care and diligence, and in accordance with the highest professional standards accorded to professionals providing similar services in a similar industry. ARTICLE 4 FEES; PAYMENT 4.1 In full consideration for the complete, satisfactory and timely performance by the Contractor of all its obligations under this Contract, the UN shall pay the Contractor for the provision of Services in accordance with the Contract Documents. 4.2 All fees and rates for the Services, as set forth in the Contract Documents, are exclusive of VAT. Notwithstanding, and without prejudice to or limiting the provisions of Article 18 (Tax Exemption) of the UN General Conditions and Article 19 (Tax Exemption) of the UNRWA General Conditions, the rates for the Services hereunder are inclusive of all costs, expenses, charges or fees that the Contractor may incur in connection with the performance of its obligations under the Contract, including, all taxes, duties, levies, fees and other charges of any nature imposed by any authority or entity. 4.3 The fees and rates for the Services shall remain firm and fixed for the duration of each plan entered into under the Contract, which shall be 36 (thirty six) months. 4.5 The Contractor shall submit to each UN Agency an original copy of its invoices for all Services supplied to the UN Agency in accordance with this Contract, together with such supporting documentation as the UN Agency may require. The Contractor s invoice(s) shall be itemized and shall specify, at a minimum, a description of the Services performed (in accordance with the Contract Documents), the applicable fees and rates for the Services (in accordance with the Contract Documents). 4.6 Payments under this Contract shall be made to the Contractor thirty (30) days from receipt of the Contractor s invoice and supporting documentation and certification by the UN that the Services represented by the invoice have been provided and that the Contractor has otherwise performed in conformity with the terms and conditions of this Contract, unless the UN disputes the invoice or a portion thereof. Payments shall be made by electronic funds transfer from the relevant UN Agency to the Contractor s bank account, as follows: The Contractor acknowledges and agrees that the United Nations may withhold payment in respect of any invoice in the event that, in the opinion of the United Nations, the Contractor has not performed in accordance with the terms and conditions of this Contract, or if the Contractor has not provided sufficient documentation in support of the invoice. 4.9 If the United Nations disputes any invoice or a portion thereof, the United Nations shall notify the Contractor accordingly, including a brief explanation of why the United Nations disputes the invoice or portion thereof. With respect to disputes regarding only a portion of the invoice, the United Nations shall pay the Contractor the amount of the undisputed portion in accordance with Article 4.6 above. The United Nations and the Contractor shall consult in good faith to promptly resolve outstanding issues with respect to any disputed invoice. Once a dispute regarding an invoice or a portion thereof has been resolved, the United Nations shall pay the Contractor the relevant amount within thirty (30) days after the final resolution of such dispute.

4 4.10 In addition to any rights and remedies available to it, and without prejudice to any other rights or remedies that the UN may have under this Contract, the UN shall have the right, without prior notice to the Contractor, any such notice being waived by the Contractor, upon any amounts becoming due and payable hereunder to the Contractor, to set off, against any amount payable by the UN under this Contract, any payment, indebtedness or other claim (including, without limitation, any overpayment made by the UN to the Contractor) owing by the Contractor to the UN hereunder or under any other contract or agreement between the Parties. The UN shall promptly notify the Contractor of such set-off and the reasons therefore, provided, however, that the failure to give such notice shall not affect the validity of such set-off Payments made in accordance with this Article shall constitute a complete discharge of the UN s obligations with respect to the relevant invoices or portions thereof Payments effected by the UN to the Contractor shall not relieve the Contractor of its obligations under this Contract and shall not be deemed to be acceptance by the UN of the Contractor's performance The Contractor shall not be entitled to interest on any late payment or any sums payable under this Contract nor any accrued interest on payments withheld by the UN in connection with a dispute. ARTICLE 5 LIMITATION OF LIABILITY 5.1 Each Party s liability to the other for all claims under this Contract shall be limited to Actual Damages, which shall mean any loss, cost, liability, obligation, claim, damage, expense (including costs of investigation and defense and reasonable attorneys fees), whether or not involving a third-party claim, directly suffered or incurred by or on behalf of either Party (i) in addressing or mitigating the consequences proximately resulting from a breach or fault by the other Party, (ii) as a proximate result of the damaged Party s inability to meet its requirements or needs on which the performance of the Contract depended, of which the other Party had reason to know, and which could not be prevented by reasonable efforts to mitigate, or (iii) as a result of injury to person or property proximately resulting from the other Party s breach or fault. The Parties acknowledge and agree that neither Party will be liable to the other Party for indirect, incidental, special or consequential damages, including but not limited to lost data or lost profits, however arising, even if such Party has been advised of the possibility of such damages. The limitations on liability set forth in this Article 6 shall not apply in relation to liability arising under any indemnification obligations under this Contract. 5.2 The liability of each UN Agency under this Contract, both legal and financial, shall be several and not joint with other UN Agencies. Each UN Agency shall be liable only for their respective obligations undertaken under the Contract. A UN Agency is not jointly liable for the respective obligations undertaken by another UN Agency under this Contract, nor otherwise responsible for any liability of any other UN Agency that may arise under this Contract. [Although reference is made at various points in this clause to this Contract in the singular, where the circumstances so require this should be read as a reference to the Contracts in the plural.] ARTICLE 6 NOTICES 6.1 Except as otherwise specified in this Contract, all notices and other communications between the Parties required or contemplated under this Contract shall be in writing and shall be delivered either by: (i) personal delivery; (ii) recognized overnight delivery service; (iii) postage

5 prepaid, return receipt requested, certified mail; or (iv) confirmed facsimile, transmitted to the Party for whom such notice or communication is intended, at the address or facsimile number shown below, or such other address or number as the intended recipient previously shall have designated by written notice given pursuant to this Contract. If transmitted to the UN, an additional copy shall also be transmitted to the relevant UN Agency at the address or facsimile number, or such other address or number, as the relevant UN Agency previously shall have designated by written notice given pursuant to this Contract. If to the Contractor, for personal delivery: Company name Street Address Neighbourhood Area Country Attn: .. If to the Contractor, for other delivery: Company name Street Address Neighbourhood Area Country Attn: .. If to the UN, for personal delivery: United Nations Development Programme (UNDP) Program of Assistance to the Palestinian People (PAPP) 3 Ya qubi Street Jerusalem Attn: UN Agency s Corresponding Focal Point If to the UN, for other delivery: United Nations Development Programme (UNDP) Program of Assistance to the Palestinian People (PAPP) 3 Ya qubi Street P.O. Box Jerusalem Attn:... Fax: (972 2) Notices and other communications required or contemplated by this Contract delivered by mail or recognized overnight delivery service shall be effective on the date they are officially recorded by the postal or delivery service as delivered to (or refused by) the intended recipient by return receipt or equivalent. Such notices and other communications delivered by facsimile shall be deemed to have been delivered to and received by the addressee, and shall be effective, on the date indicated on the facsimile confirmation. Such notices and other communications delivered in person shall be effective on the date of actual receipt.

6 ARTICLE 7 MISCELLANEOUS 7.1 Without limiting the provisions of Article 19 (Modifications) of the UN General Conditions and Article 21 (Modifications) of the UNRWA General Conditions, no terms or provisions of this Contract shall be deemed waived and no breach excused, unless such waiver or excuse shall be in writing and signed by the Party giving the waiver or excuse. No consent to, or excuse or waiver of, a breach of this Contract shall constitute a consent to, or excuse or waiver of, any other subsequent breach. 7.2 If any provision of this Contract shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 7.3 Headings and titles used in this Contract are for reference purposes only and shall not be deemed a part of this Contract for any purpose whatsoever. 7.4 This Contract may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall be deemed to constitute one and the same instrument. 7.5 Unless the context otherwise clearly indicates, all references to the singular herein shall include the plural and vice versa. 7.6 This Contract and everything herein contained shall inure to the benefit of, and be binding upon, the Parties and their respective successors and permitted assigns. No other person shall be a third party beneficiary hereof or have or be entitled to assert rights or benefits hereunder. IN WITNESS WHEREOF, the Parties have, through their authorized representatives, executed this Contract on the date herein below written. FOR

7 CONTRACT NO. BETWEEN THE UNITED NATIONS AND COMPANY FOR THE PROVISION OF TELEPHONY SERVICES FOR THE UNITED NATIONS FAO UNICEF ILO UNMAS INTERPEACE UNOPS UNODC OCHA UNOPS

8 OHCHR UNRWA UNDP UNSCO UNDSS UNTSO UNESCO UNWOMEN

9 UNFPA WFP UNHABITAT WHO

10 ANNEX A UNITED NATIONS GENERAL CONDITIONS OF CONTRACT CONTRACTS FOR THE PROVISION OF SERVICES (Rev. April 2012) and UNITED NATIONS RELIEF WORKS AGENCY GENERAL CONDITIONS OF CONTRACT FOR THE PROVISION OF SERVICES ONLY (Rev. March 2009)

11 ANNEX B TERMS OF REFERENCE

12 ANNEX C CONTRACTOR S OFFER

13 ANNEX D UN AGENCIES FAO ILO INTERPEACE UNOPS OCHA OHCHR UNDP UNDSS UNESCO UNFPA UNHABITAT UNICEF UNMAS UNODC UNOPS UNRWA UNSCO UNTSO UNWOMEN WFP WHO

14 UNITED NATIONS NATIONS UNIES G E N E R A L C O N D I T I O N S O F C O N T R A C T CONTRACTS FOR THE PROVISION OF GOODS AND SERVICES 1. LEGAL STATUS OF THE PARTIES: The United Nations and the Contractor shall also each be referred to as a Party hereunder, and: 1.1 Pursuant, inter alia, to the Charter of the United Nations and the Convention on the Privileges and Immunities of the United Nations, the United Nations, including its subsidiary organs, has full juridical personality and enjoys such privileges and immunities as are necessary for the independent fulfillment of its purposes. 1.2 The Contractor shall have the legal status of an independent contractor vis-à-vis the United Nations, and nothing contained in or relating to the Contract shall be construed as establishing or creating between the Parties the relationship of employer and employee or of principal and agent. The officials, representatives, employees, or subcontractors of each of the Parties shall not be considered in any respect as being the employees or agents of the other Party, and each Party shall be solely responsible for all claims arising out of or relating to its engagement of such persons or entities. 2. RESPONSIBILITY FOR EMPLOYEES: To the extent that the Contract involves the provision of any services to the United Nations by the Contractor s officials, employees, agents, servants, subcontractors and other representatives (collectively, the Contractor s personnel ), the following provisions shall apply: 2.1 The Contractor shall be responsible for the professional and technical competence of the personnel it assigns to perform work under the Contract and will select reliable and competent individuals who will be able to effectively perform the obligations under the Contract and who, while doing so, will respect the local laws and customs and conform to a high standard of moral and ethical conduct. 2.2 Such Contractor personnel shall be professionally qualified and, if required to work with officials or staff of the United Nations, shall be able to do so effectively. The qualifications of any personnel whom the Contractor may assign or may propose to assign to perform any obligations under the Contract shall be substantially the same, or better, as the qualifications of any personnel originally proposed by the Contractor. 2.3 At the option of and in the sole discretion of the United Nations: the qualifications of personnel proposed by the Contractor (e.g., a curriculum vitae) may be reviewed by the United Nations prior to such personnel s performing any obligations under the Contract; any personnel proposed by the Contractor to perform obligations under the Contract may be interviewed by qualified staff or officials of the United Nations prior to such personnel s performing any obligations under the Contract; and, in cases in which, pursuant to Article or 2.3.2, above, the United Nations has reviewed the qualifications of such Contractor s personnel, the United Nations may reasonably refuse to accept any such personnel. 2.4 Requirements specified in the Contract regarding the number or qualifications of the Contractor s personnel may change during the course of performance of the Contract. Any such change shall be made only following written notice of such proposed change and upon written agreement between the Parties regarding such change, subject to the following: The United Nations may, at any time, request, in writing, the withdrawal or replacement of any of the Contractor s personnel, and such request shall not be unreasonably refused by the Contractor Any of the Contractor s personnel assigned to perform obligations under the Contract shall not be withdrawn or replaced without the prior written consent of the United Nations, which shall not be unreasonably withheld. CONTRACTS FOR THE PROVISION OF GOODS AND SERVICES REV.: APR 2012

15 UNITED NATIONS NATIONS UNIES The withdrawal or replacement of the Contractor s personnel shall be carried out as quickly as possible and in a manner that will not adversely affect the performance of obligations under the Contract All expenses related to the withdrawal or replacement of the Contractor s personnel shall, in all cases, be borne exclusively by the Contractor Any request by the United Nations for the withdrawal or replacement of the Contractor s personnel shall not be considered to be a termination, in whole or in part, of the Contract, and the United Nations shall not bear any liability in respect of such withdrawn or replaced personnel If a request for the withdrawal or replacement of the Contractor s personnel is not based upon a default by or failure on the part of the Contractor to perform its obligations in accordance with the Contract, the misconduct of the personnel, or the inability of such personnel to reasonably work together with United Nations officials and staff, then the Contractor shall not be liable by reason of any such request for the withdrawal or replacement of the Contractor s personnel for any delay in the performance by the Contractor of its obligations under the Contract that is substantially the result of such personnel s being withdrawn or replaced. 2.5 Nothing in Articles 2.2, 2.3 and 2.4, above, shall be construed to create any obligations on the part of the United Nations with respect to the Contractor s personnel assigned to perform work under the Contract, and such personnel shall remain the sole responsibility of the Contractor. 2.6 The Contractor shall be responsible for requiring that all personnel assigned by it to perform any obligations under the Contract and who may have access to any premises or other property of the United Nations shall: undergo or comply with security screening requirements made known to the Contractor by the United Nations, including but not limited to, a review of any criminal history; when within United Nations premises or on United Nations property, display such identification as may be approved and furnished by the United Nations security officials, and that upon the withdrawal or replacement of any such personnel or upon termination or completion of the Contract, such personnel shall immediately return any such identification to the United Nations for cancellation. 2.7 Within one working day after learning that any of Contractor s personnel who have access to any United Nations premises have been charged by law enforcement authorities with an offense other than a minor traffic offense, the Contractor shall provide written notice to inform the United Nations about the particulars of the charges then known and shall continue to inform the United Nations concerning all substantial developments regarding the disposition of such charges. 2.8 All operations of the Contractor, including without limitation, storage of equipment, materials, supplies and parts, within United Nations premises or on United Nations property shall be confined to areas authorized or approved by the United Nations. The Contractor s personnel shall not enter or pass through and shall not store or dispose of any of its equipment or materials in any areas within United Nations premises or on United Nations property without appropriate authorization from the United Nations. 3. ASSIGNMENT: 3.1 Except as provided in Article 3.2, below, the Contractor may not assign, transfer, pledge or make any other disposition of the Contract, of any part of the Contract, or of any of the rights, claims or obligations under the Contract except with the prior written authorization of the UN. Any such unauthorized assignment, transfer, pledge or other disposition, or any attempt to do so, shall not be binding on the United Nations. Except as permitted with respect to any approved subcontractors, the Contractor shall not delegate any of its obligations under this Contract, except with the prior written consent of the UN. Any such unauthorized delegation, or attempt to do so, shall not be binding on the United Nations. 3.2 The Contractor may assign or otherwise transfer the Contract to the surviving entity resulting from a reorganization of the Contractor s operations, provided that: such reorganization is not the result of any bankruptcy, receivership or other similar proceedings; and, REV.: APR 2012 GENERAL CONDITIONS OF CONTRACT FOR CONTRACTS FOR THE PROVISION OF GOODS AND SERVICES PAGE 2

16 UNITED NATIONS NATIONS UNIES such reorganization arises from a sale, merger, or acquisition of all or substantially all of the Contractor s assets or ownership interests; and, the Contractor promptly notifies the United Nations about such assignment or transfer at the earliest opportunity; and, the assignee or transferee agrees in writing to be bound by all of the terms and conditions of the Contract, and such writing is promptly provided to the United Nations following the assignment or transfer. 4. SUBCONTRACTING: In the event that the Contractor requires the services of subcontractors to perform any obligations under the Contract, the Contractor shall obtain the prior written approval of the United Nations. The United Nations shall be entitled, in its sole discretion, to review the qualifications of any subcontractors and to reject any proposed subcontractor that the United Nations reasonably considers is not qualified to perform obligations under the Contract. The United Nations shall have the right to require any subcontractor s removal from United Nations premises without having to give any justification therefor. Any such rejection or request for removal shall not, in and of itself, entitle the Contractor to claim any delays in the performance, or to assert any excuses for the non-performance, of any of its obligations under the Contract, and the Contractor shall be solely responsible for all services and obligations performed by its subcontractors. The terms of any subcontract shall be subject to, and shall be construed in a manner that is fully in accordance with, all of the terms and conditions of the Contract. 5. PURCHASE OF GOODS: To the extent that the Contract involves any purchase of goods, whether in whole or in part, and unless specifically stated otherwise in the Contract, the following conditions shall apply to any purchases of goods under the Contract: 5.1 DELIVERY OF GOODS: The Contractor shall hand over or make available the goods, and the United Nations shall receive the goods, at the place for the delivery of the goods and within the time for delivery of the goods specified in the Contract. The Contractor shall provide to the United Nations such shipment documentation (including, without limitation, bills of lading, airway bills, and commercial invoices) as are specified in the Contract or, otherwise, as are customarily utilized in the trade. All manuals, instructions, displays and any other information relevant to the goods shall be in the English language unless otherwise specified in the Contract. Unless otherwise stated in the Contract (including, but not limited to, in any INCOTERM or similar trade term), the entire risk of loss, damage to, or destruction of the goods shall be borne exclusively by the Contractor until physical delivery of the goods to the United Nations in accordance with the terms of the Contract. Delivery of the goods shall not be deemed in itself as constituting acceptance of the goods by the United Nations. 5.2 INSPECTION OF THE GOODS: If the Contract provides that the goods may be inspected prior to delivery, the Contractor shall notify the United Nations when the goods are ready for pre-delivery inspection. Notwithstanding any pre-delivery inspection, the United Nations or its designated inspection agents may also inspect the goods upon delivery in order to confirm that the goods conform to applicable specifications or other requirements of the Contract. All reasonable facilities and assistance, including, but not limited to, access to drawings and production data, shall be furnished to the United Nations or its designated inspection agents at no charge therefor. Neither the carrying out of any inspections of the goods nor any failure to undertake any such inspections shall relieve the Contractor of any of its warranties or the performance of any obligations under the Contract. 5.3 PACKAGING OF THE GOODS: The Contractor shall package the goods for delivery in accordance with the highest standards of export packaging for the type and quantities and modes of transport of the goods. The goods shall be packed and marked in a proper manner in accordance with the instructions stipulated in the Contract or, otherwise, as customarily done in the trade, and in accordance with any requirements imposed by applicable law or by the transporters and manufacturers of the goods. The packing, in particular, shall mark the Contract or Purchase Order number and any other identification information provided by the United Nations as well as such other information as is necessary for the correct handling and safe delivery of the goods. Unless otherwise specified in the Contract, the Contractor shall have no right to any return of the packing materials. 5.4 TRANSPORTATION & FREIGHT: Unless otherwise specified in the Contract (including, but not limited to, in any INCOTERM or similar trade term), the Contractor shall be solely liable for making all transport arrangements and for payment of freight and insurance costs for the shipment and delivery of the goods in accordance with the requirements of the Contract. The Contractor shall ensure that the United Nations receives REV.: APR 2012 GENERAL CONDITIONS OF CONTRACT FOR CONTRACTS FOR THE PROVISION OF GOODS AND SERVICES PAGE 3

17 UNITED NATIONS NATIONS UNIES all necessary transport documents in a timely manner so as to enable the United Nations to take delivery of the goods in accordance with the requirements of the Contract. 5.5 WARRANTIES: Unless otherwise specified in the Contract, in addition to and without limiting any other warranties, remedies or rights of the United Nations stated in or arising under the Contract, the Contractor warrants and represents that: The goods, including all packaging and packing thereof, conform to the specifications of the Contract, are fit for the purposes for which such goods are ordinarily used and for any purposes expressly made known in writing in the Contract, and shall be of even quality, free from faults and defects in design, material, manufacturer and workmanship; If the Contractor is not the original manufacturer of the goods, the Contractor shall provide the United Nations with the benefit of all manufacturers warranties in addition to any other warranties required to be provided under the Contract; The goods are of the quality, quantity and description required by the Contract, including when subjected to conditions prevailing in the place of final destination; The goods are free from any right of claim by any third-party, including claims of infringement of any intellectual property rights, including, but not limited to, patents, copyright and trade secrets; The goods are new and unused; All warranties will remain fully valid following any delivery of the goods and for a period of not less than one (1) year following acceptance of the goods by the United Nations in accordance with the Contract; During any period in which the Contractor s warranties are effective, upon notice by the United Nations that the goods do not conform to the requirements of the Contract, the Contractor shall promptly and at its own expense correct such non-conformities or, in case of its inability to do so, replace the defective goods with goods of the same or better quality or, at its own cost, remove the defective goods and fully reimburse the United Nations for the purchase price paid for the defective goods; and, The Contractor shall remain responsive to the needs of the United Nations for any services that may be required in connection with any of the Contractor s warranties under the Contract. 5.6 ACCEPTANCE OF GOODS: Under no circumstances shall the United Nations be required to accept any goods that do not conform to the specifications or requirements of the Contract. The United Nations may condition its acceptance of the goods upon the successful completion of acceptance tests as may be specified in the Contract or otherwise agreed in writing by the Parties. In no case shall the United Nations be obligated to accept any goods unless and until the United Nations has had a reasonable opportunity to inspect the goods following delivery. If the Contract specifies that the United Nations shall provide a written acceptance of the goods, the goods shall not be deemed accepted unless and until the United Nations in fact provides such written acceptance. In no case shall payment by the United Nations in and of itself constitute acceptance of the goods. 5.7 REJECTION OF GOODS: Notwithstanding any other rights of, or remedies available to the United Nations under the Contract, in case any of the goods are defective or otherwise do not conform to the specifications or other requirements of the Contract, the United Nations, at its sole option, may reject or refuse to accept the goods, and within thirty (30) days following receipt of notice from the United Nations of such rejection or refusal to accept the goods, the Contractor shall, in sole option of the United Nations: provide a full refund upon return of the goods, or a partial refund upon a return of a portion of the goods, by the United Nations; or, repair the goods in a manner that would enable the goods to conform to the specifications or other requirements of the Contract; or, replace the goods with goods of equal or better quality; and, pay all costs relating to the repair or return of the defective goods as well as the costs relating to the storage of any such defective goods and for the delivery of any replacement goods to the United Nations. REV.: APR 2012 GENERAL CONDITIONS OF CONTRACT FOR CONTRACTS FOR THE PROVISION OF GOODS AND SERVICES PAGE 4

18 UNITED NATIONS NATIONS UNIES 5.8 In the event that the United Nations elects to return any of the goods for the reasons specified in Article 5.7, above, the United Nations may procure the goods from another source. In addition to any other rights or remedies available to the United Nations under the Contract, including, but not limited to, the right to terminate the Contract, the Contractor shall be liable for any additional cost beyond the balance of the Contract price resulting from any such procurement, including, inter alia, the costs of engaging in such procurement, and the United Nations shall be entitled to compensation from the Contractor for any reasonable expenses incurred for preserving and storing the goods for the Contractor s account. 5.9 TITLE: The Contractor warrants and represents that the goods delivered under the Contract are unencumbered by any third party s title or other property rights, including, but not limited to, any liens or security interests. Unless otherwise expressly provided in the Contract, title in and to the goods shall pass from the Contractor to the United Nations upon delivery of the goods and their acceptance by the United Nations in accordance with the requirements of the Contract EXPORT LICENSING: The Contractor shall be responsible for obtaining any export license required with respect to the goods, products, or technologies, including software, sold, delivered, licensed or otherwise provided to the United Nations under the Contract. The Contractor shall procure any such export license in an expeditious manner. Subject to and without any waiver of the privileges and immunities of the United Nations, the United Nations shall lend the Contractor all reasonable assistance required for obtaining any such export license. Should any Governmental entity refuse, delay or hinder the Contractor s ability to obtain any such export license, the Contractor shall promptly consult with the United Nations to enable the United Nations to take appropriate measures to resolve the matter. 6. INDEMNIFICATION: 6.1 The Contractor shall indemnify, defend, and hold and save harmless, the United Nations, and its officials, agents and employees, from and against all suits, proceedings, claims, demands, losses and liability of any kind or nature brought by any third party against the United Nations, including, but not limited to, all litigation costs and expenses, attorney s fees, settlement payments and damages, based on, arising from, or relating to: allegations or claims that the possession of or use by the United Nations of any patented device, any copyrighted material, or any other goods, property or services provided or licensed to the United Nations under the terms of the Contract, in whole or in part, separately or in a combination contemplated by the Contractor s published specifications therefor, or otherwise specifically approved by the Contractor, constitutes an infringement of any patent, copyright, trademark, or other intellectual property right of any third party; or, any acts or omissions of the Contractor, or of any subcontractor or anyone directly or indirectly employed by them in the performance of the Contract, which give rise to legal liability to anyone not a party to the Contract, including, without limitation, claims and liability in the nature of a claim for workers compensation. 6.2 The indemnity set forth in Article 6.1.1, above, shall not apply to: A claim of infringement resulting from the Contractor s compliance with specific written instructions by the United Nations directing a change in the specifications for the goods, property, materials, equipment or supplies to be or used, or directing a manner of performance of the Contract or requiring the use of specifications not normally used by the Contractor; or A claim of infringement resulting from additions to or changes in any goods, property, materials equipment, supplies or any components thereof furnished under the Contract if the United Nations or another party acting under the direction of the United Nations made such changes. 6.3 In addition to the indemnity obligations set forth in this Article 6, the Contractor shall be obligated, at its sole expense, to defend the United Nations and its officials, agents and employees, pursuant to this Article 6, regardless of whether the suits, proceedings, claims and demands in question actually give rise to or otherwise result in any loss or liability. 6.4 The United Nations shall advise the Contractor about any such suits, proceedings, claims, demands, losses or liability within a reasonable period of time after having received actual notice thereof. The Contractor shall have sole control of the defense of any such suit, proceeding, claim or demand and of all negotiations in connection with the settlement or compromise thereof, except with respect to the assertion or defense of the REV.: APR 2012 GENERAL CONDITIONS OF CONTRACT FOR CONTRACTS FOR THE PROVISION OF GOODS AND SERVICES PAGE 5

19 UNITED NATIONS NATIONS UNIES privileges and immunities of the United Nations or any matter relating thereto, for which only the United Nations itself is authorized to assert and maintain. The United Nations shall have the right, at its own expense, to be represented in any such suit, proceeding, claim or demand by independent counsel of its own choosing. 6.5 In the event the use by the United Nations of any goods, property or services provided or licensed to the United Nations by the Contractor, in whole or in part, in any suit or proceeding, is for any reason enjoined, temporarily or permanently, or is found to infringe any patent, copyright, trademark or other intellectual property right, or in the event of a settlement, is enjoined, limited or otherwise interfered with, then the Contractor, at its sole cost and expense, shall, promptly, either: procure for the United Nations the unrestricted right to continue using such goods or services provided to the United Nations; replace or modify the goods or services provided to the United Nations, or part thereof, with the equivalent or better goods or services, or part thereof, that is non-infringing; or, refund to the United Nations the full price paid by the United Nations for the right to have or use such goods, property or services, or part thereof. 7. INSURANCE AND LIABILITY: 7.1 The Contractor shall pay the United Nations promptly for all loss, destruction, or damage to the property of the United Nations caused by the Contractor s personnel or by any of its subcontractors or anyone else directly or indirectly employed by the Contractor or any of its subcontractors in the performance of the Contract. 7.2 Unless otherwise provided in the Contract, prior to commencement of performance of any other obligations under the Contract, and subject to any limits set forth in the Contract, the Contractor shall take out and shall maintain for the entire term of the Contract, for any extension thereof, and for a period following any termination of the Contract reasonably adequate to deal with losses: insurance against all risks in respect of its property and any equipment used for the performance of the Contract; workers compensation insurance, or its equivalent, or employer s liability insurance, or its equivalent, with respect to the Contractor s personnel sufficient to cover all claims for injury, death and disability, or any other benefits required to be paid by law, in connection with the performance of the Contract; liability insurance in an adequate amount to cover all claims, including, but not limited to, claims for death and bodily injury, products and completed operations liability, loss of or damage to property, and personal and advertising injury, arising from or in connection with the Contractor s performance under the Contract, including, but not limited to, liability arising out of or in connection with the acts or omissions of the Contractor, its personnel, agents, or invitees, or the use, during the performance of the Contract, of any vehicles, boats, airplanes or other transportation vehicles and equipment, whether or not owned by the Contractor; and, such other insurance as may be agreed upon in writing between the United Nations and the Contractor. 7.3 The Contractor s liability policies shall also cover subcontractors and all defense costs and shall contain a standard cross liability clause. 7.4 The Contractor acknowledges and agrees that the United Nations accepts no responsibility for providing life, health, accident, travel or any other insurance coverage which may be necessary or desirable in respect of any personnel performing services for the Contractor in connection with the Contract. 7.5 Except for the workers compensation insurance or any self-insurance program maintained by the Contractor and approved by the United Nations, in its sole discretion, for purposes of fulfilling the Contractor s requirements for providing insurance under the Contract, the insurance policies required under the Contract shall: name the United Nations as an additional insured under the liability policies, including, if required, as a separate endorsement under the policy; REV.: APR 2012 GENERAL CONDITIONS OF CONTRACT FOR CONTRACTS FOR THE PROVISION OF GOODS AND SERVICES PAGE 6

20 UNITED NATIONS NATIONS UNIES include a waiver of subrogation of the Contractor s insurance carrier s rights against the United Nations; provide that the United Nations shall receive written notice from the Contractor s insurance carrier not less than thirty (30) days prior to any cancellation or material change of coverage; and, include a provision for response on a primary and non-contributing basis with respect to any other insurance that may be available to the United Nations. 7.6 The Contractor shall be responsible to fund all amounts within any policy deductible or retention. 7.7 Except for any self-insurance program maintained by the Contractor and approved by the United Nations for purposes of fulfilling the Contractor s requirements for maintaining insurance under the Contract, the Contractor shall maintain the insurance taken out under the Contract with reputable insurers that are in good financial standing and that are acceptable to the United Nations. Prior to the commencement of any obligations under the Contract, the Contractor shall provide the United Nations with evidence, in the form of certificate of insurance or such other form as the United Nations may reasonably require, that demonstrates that the Contractor has taken out insurance in accordance with the requirements of the Contract. The United Nations reserves the right, upon written notice to the Contractor, to obtain copies of any insurance policies or insurance program descriptions required to be maintained by the Contractor under the Contract. Notwithstanding the provisions of Article 7.5.3, above, the Contractor shall promptly notify the United Nations concerning any cancellation or material change of insurance coverage required under the Contract. 7.8 The Contractor acknowledges and agrees that neither the requirement for taking out and maintaining insurance as set forth in the Contract nor the amount of any such insurance, including, but not limited to, any deductible or retention relating thereto, shall in any way be construed as limiting the Contractor s liability arising under or relating to the Contract. 8. ENCUMBRANCES AND LIENS: The Contractor shall not cause or permit any lien, attachment or other encumbrance by any person to be placed on file or to remain on file in any public office or on file with the United Nations against any monies due to the Contractor or that may become due for any work done or against any goods supplied or materials furnished under the Contract, or by reason of any other claim or demand against the Contractor or the United Nations. 9. EQUIPMENT FURNISHED BY THE UNITED NATIONS TO THE CONTRACTOR: Title to any equipment and supplies that may be furnished by the United Nations to the Contractor for the performance of any obligations under the Contract shall rest with the United Nations, and any such equipment shall be returned to the United Nations at the conclusion of the Contract or when no longer needed by the Contractor. Such equipment, when returned to the United Nations, shall be in the same condition as when delivered to the Contractor, subject to normal wear and tear, and the Contractor shall be liable to compensate the United Nations for the actual costs of any loss of, damage to, or degradation of the equipment that is beyond normal wear and tear. 10. COPYRIGHT, PATENTS AND OTHER PROPRIETARY RIGHTS: 10.1 Except as is otherwise expressly provided in writing in the Contract, the United Nations shall be entitled to all intellectual property and other proprietary rights including, but not limited to, patents, copyrights, and trademarks, with regard to products, processes, inventions, ideas, know-how, or documents and other materials which the Contractor has developed for the United Nations under the Contract and which bear a direct relation to or are produced or prepared or collected in consequence of, or during the course of, the performance of the Contract. The Contractor acknowledges and agrees that such products, documents and other materials constitute works made for hire for the United Nations To the extent that any such intellectual property or other proprietary rights consist of any intellectual property or other proprietary rights of the Contractor: (i) that pre-existed the performance by the Contractor of its obligations under the Contract, or (ii) that the Contractor may develop or acquire, or may have developed or acquired, independently of the performance of its obligations under the Contract, the United Nations does not and shall not claim any ownership interest thereto, and the Contractor grants to the United Nations a perpetual license to use such intellectual property or other proprietary right solely for the purposes of and in accordance with the requirements of the Contract At the request of the United Nations, the Contractor shall take all necessary steps, execute all necessary documents and generally assist in securing such proprietary rights and transferring or licensing them to the United Nations in compliance with the requirements of the applicable law and of the Contract. 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21 UNITED NATIONS NATIONS UNIES 10.4 Subject to the foregoing provisions, all maps, drawings, photographs, mosaics, plans, reports, estimates, recommendations, documents, and all other data compiled by or received by the Contractor under the Contract shall be the property of the United Nations, shall be made available for use or inspection by the United Nations at reasonable times and in reasonable places, shall be treated as confidential, and shall be delivered only to United Nations authorized officials on completion of work under the Contract. 11. PUBLICITY, AND USE OF THE NAME, EMBLEM OR OFFICIAL SEAL OF THE UNITED NATIONS: The Contractor shall not advertise or otherwise make public for purposes of commercial advantage or goodwill that it has a contractual relationship with the United Nations, nor shall the Contractor, in any manner whatsoever use the name, emblem or official seal of the United Nations, or any abbreviation of the name of the United Nations in connection with its business or otherwise without the written permission the United Nations. 12. CONFIDENTIAL NATURE OF DOCUMENTS AND INFORMATION: Information and data that is considered proprietary by either Party or that is delivered or disclosed by one Party ( Discloser ) to the other Party ( Recipient ) during the course of performance of the Contract, and that is designated as confidential ( Information ), shall be held in confidence by that Party and shall be handled as follows: 12.1 The Recipient shall: use the same care and discretion to avoid disclosure, publication or dissemination of the Discloser s Information as it uses with its own similar Information that it does not wish to disclose, publish or disseminate; and, use the Discloser s Information solely for the purpose for which it was disclosed Provided that the Recipient has a written agreement with the following persons or entities requiring them to treat the Information confidential in accordance with the Contract and this Article 12, the Recipient may disclose Information to: any other party with the Discloser s prior written consent; and, the Recipient s employees, officials, representatives and agents who have a need to know such Information for purposes of performing obligations under the Contract, and employees officials, representatives and agents of any legal entity that it controls, controls it, or with which it is under common control, who have a need to know such Information for purposes of performing obligations under the Contract, provided that, for these purposes a controlled legal entity means: a corporate entity in which the Party owns or otherwise controls, whether directly or indirectly, over fifty percent (50%) of voting shares thereof; or, any entity over which the Party exercises effective managerial control; or, for the United Nations, a principal or subsidiary organ of the United Nations established in accordance with the Charter of the United Nations The Contractor may disclose Information to the extent required by law, provided that, subject to and without any waiver of the privileges and immunities of the United Nations, the Contractor will give the United Nations sufficient prior notice of a request for the disclosure of Information in order to allow the United Nations to have a reasonable opportunity to take protective measures or such other action as may be appropriate before any such disclosure is made The United Nations may disclose Information to the extent as required pursuant to the Charter of the United Nations, or pursuant to resolutions or regulations of the General Assembly or rules promulgated thereunder The Recipient shall not be precluded from disclosing Information that is obtained by the Recipient from a third party without restriction, is disclosed by the Discloser to a third party without any obligation of confidentiality, is previously known by the Recipient, or at any time is developed by the Recipient completely independently of any disclosures hereunder These obligations and restrictions of confidentiality shall be effective during the term of the Contract, including any extension thereof, and, unless otherwise provided in the Contract, shall remain effective following any termination of the Contract. REV.: APR 2012 GENERAL CONDITIONS OF CONTRACT FOR CONTRACTS FOR THE PROVISION OF GOODS AND SERVICES PAGE 8